UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 9, 2020
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COVETRUS, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | | 001-38794 | | 83-1448706 |
(State or other jurisdiction of incorporation) | | (Primary Standard Industrial Classification Code Number) | | (I.R.S. Employer Identification No.) |
7 Custom House Street
Portland, ME 04101
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (888) 280-2221
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.01 per share | | CVET | | The Nasdaq Stock Market (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 9, 2020, the Company’s Chief Financial Officer, Matthew Foulston, agreed to waive his right to receive twenty-five percent (25%) of his base salary from commencement of his employment on June 1, 2020 through and including July 4, 2020, reducing his base salary from $600,000 to $450,000 during such period. Matthew Malenfant, President, Customer Operations North America, also agreed to a twenty-five percent (25%) base salary reduction for the period commencing on May 24, 2020 through and including July 5, 2020.
The period during which each Executive is agreeing to waive receipt of a portion of his base salary may be extended by mutual agreement between the Executive and the Company. The Company will have no obligation to repay any forfeited salary to any Executive. All other terms and conditions of the Executives’ employment agreements will remain in full force and effect.
The foregoing agreements are consistent with the previously disclosed temporary 25% base salary reductions agreed to by the other senior executives of the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | COVETRUS, INC. |
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| Date: June 9, 2020 | By: | /s/ Benjamin Wolin |
| | | Benjamin Wolin |
| | | President and Chief Executive Officer |
